Metalwing Duck
by Phoenix Ride
Summary: Requested by VAPX007. Machines have taken over St.Canard and Darkwing is believed to be dead. But when the hero returns with a new transformation, and the aid of his friends and the Fearsome Five, will he defeat Omega Rex and save St.Canard? Find out!
1. Chapter 1: Omega Rex

**Metalwing Duck**

**By: Phoenix Ride**

**Ch.1: Omega Rex**

Just another dull, boring day in the city of St. Canard. Darkwing had been pulled away from his crime-fighting duties to escort Gossalyn and Honker to the county wide Science Fair.

Honker had to be the most excited. His favorite sciencetist, Dr. Rolland Bucks, was hosting the whole event, and the word on the street was he was going to reveal something that could change the entire world.

"Man" thought Darkwing, totally bored " why couldn't a decent crime happen today?"

This had been a very small crime week for Darkwing Duck. Just your avergae petty thieves and burgalars. The Fearsome Five hadn't made a move all week! What did it take for a superhero to get some action here?

Trumpets sounded, and soon Darkwing found himself being dragged over to a large platform where a crowd had gathered. Moments later, a tall, handsome, male duck emerged from behind the drapes and bowed to the auidience.

Darkwing huffed at the mallard's appearence. This sciencetist had apparently decided to borrow a few looks from the late Elvis Presley. His black hair had been set in the King's orginal style.

"I don't see why Honker idolizes this guy," mumbled Darkwing under his breath.

After the usual speech quotes, Dr. Rolland finally walked over to reveal his new invention, and yanked off the sheet.

"Ladies and Gentlemen" said Dr. Rolland " I present...Omega Rex!"

"Well it certianly is high-tech machinery," said Darkwing stunned.

The professor had really out done himself with this little marvel. Omega Rex was a gaint, high-tech super-computer with a gaint, red electric eye planted in the center of its mainframe, observing the crowd.

"What does Omega Rex do?" asked a reporter from the crowd.

"Omega Rex is the end to all of St. Canards problems" said Dr. Rolland " it will stop crimes, perform our every needs, allowing us the freedom to do whatever we desire,"

A cold chill suddenly ran up Darkwing's spine as a creepy sense of deja vu entered his mind. Not to long ago , he too, had obtianed a device that could run his entire life. Needless to say, DeeDee turned out to be a disaster, and tried to destroy him. He was lucky to get out of there alive.

Now this professor had invented something that could be just as dangerous as DeeDee. No doubt, Darkwing Duck was going to keep a very close eye on Omega Rex.

* * *

A few days later, after an unnamious vote from City Hall, Dr. Rolland was allowed to plug Omega Rex into the Central Computer Mainframe. Once installed, everything in St. Canard began changing.

Machines started to run everything in this city. Crooks were being plucked off the streets by robots, people were getting their income by just lazing around at home and doing nothing. If that wasn't enough Omega Rex ran all the T.V. stations too. That did it for Darkwing.

"That Omega Rex is a menace," Darkwing shouted.

"Actually Mr. Mallard" said Honker, who come over to their residence for a sleepover with Gossalyn " Omega Rex seems to be functioning perfectly,"

"Ah" said Gossalyn " he just upset that Omega Rex is hogging all the bad guy bashing action,"

"That repulsive, revolting circiutron!" shouted Darkwing, way beyond steamed " what use is a crimefighter, when there are no crimes to be fought?"

"Relax DW" said Launchpad, munching down on some popcorn " I'm sure we'll find some crime to fight,"

"Relax LP?" said Darkwing, his temper rising even more " look around! This city is already relaxed, when they should be on their guard! This Omega Rex is going to end up just like DeeDee, maybe worse! You'll see! Never trust an intellegent super-computer,"

* * *

Meanwhile, at the Central Computer Mainframe, Dr. Rolland did one last diagnostic on Omega Rex before letting out a big yawn and walking towards the door, a smile plastered on his face.

"Good night my wonderful creation" said Dr. Rolland " you have served the city well today,"

"Anything to please you Doctor," said Omega Rex, his electronic eye glowing red.

Suddenly the security features activated, and the door Dr. Rolland was about to step through was sealed shut by a steel plate. Shocked, the bewildered sciencetist glanced at Omega Rex, demanding what was going on.

"Did you really think I would waste all this power just to serve a few ducks and thier city?" said Omega Rex, letting out an evil laugh " I have much more, bigger plans,"

"You've gone mad" said Dr. Rolland " that's it, I'm shutting you down!"

With that said, Dr. Rolland stomped over to shut down Omega Rex, when millions of wires suddenly popped out of the floor, tangling the duck and stopping him in his tracks.

"Sorry Doctor" said Omega Rex " but I cannot allow you to do that,"

Without warning, Omega Rex sent a high electric charge through the wires entrapping his creator and burned the duck to a crisp. Soon there was nothing left of Dr. Rolland, but a burned corspe on the floor.

"Now" said Omega Rex " Rise my machines! Rise and destroy St. Canard!"


	2. Chapter 2: Reign of the Machines

**Ch.2: Reign of the Machines**

Omega Rex had turned bad, and the entire city of St. Canard was in chaos. Everything electrical, within a hundred miles was on the fritz, and attacking every harmless citizen in sight.

"Boy I hate it when Dad's right," thought Gossalyn, looking out at all the chaos.

Darkwing, Honker, Launchpad, and Gossalyn had made their way to the hideout on Automan Bay Bridge to escape Omega Rex's rampage. Launchpad and Honker were working furiously to disconnect both the Ratcatcher and the Thunderquack from the main power grid, so they could operate without the risk of Omega Rex controlling them.

"How in the world are we going to stop this thing?" said Darkwing, staring out the same window as Gossalyn.

"Honk, can't you think of something?" said Gossalyn, turning to the young genius " after all it was your role model that created this death trap,"

"The only way to stop Omega Rex would be to cut off the power at its source" said Honker " the problem is getting someone close enough to shut him down,"

"I can take care of that" said Darkwing, turning to Honker " just find me a way in, so I can shut that menace down!"

"Alright" said the Launchpad, truimphantly " the Ratcatcher is disconnected from the mainframe. I'll get to work on the Thunderquack, then we can meet you downtown,"

"Agreed" said Darkwing, speeding off on the Ratcatcher " see you there!"

* * *

" If I had a mouth I would be smiling," thought Omega Rex, as he looked out over the city through their own security cameras, reveling in the destruction he was causing.

The populace had put up a pathetic resistance againist the machines and were quickly overpowered, and throw into cells with the criminals they hated so much. However, even the criminals had to agree with the rest of the citizens of St. Canard that being dictated by machines was going way to far.

Negaduck and his Fearsome Five had to be the most infuriated, and were on the search for the one hero they hoped could help stop this caper; Darkwing Duck. However, there was no sign of the masked mallard to be found.

"What a time for the hero to decide to disappear" thought Negaduck " if he doesn't come out of hiding soon, we'll all be destroyed,"

Suddenly the Ratcatcher sped by the Fearsome Five, shocking the villians as it sped past.

"Where's he going?" asked Megavolt.

"I don't know" said Negaduck " but I'm not standing around to find out. Come on!"

With that said, Negaduck and the Fearsome Five chased after Darkwing.

* * *

"Oh" said Omega Rex, as soon as he saw Darkwing pull up inside his building " it seems like the hero has arrived. How rude of me not to invite him in,"

With that said, Omega Rex lowered the security shields, allowing Darkwing easy access to get inside. The computer's sudden genoursity was not lost to the angry hero.

"This has got to be a trap" thought Darkwing " should I take the bait?"

Not overlooking a gift horse in the mouth, Darkwing hopped off his Ratcatcher and stepped inside, the security doors closing behind him as he did so. Now, he totaly trapped inside the building, with no one else, except him and Omega Rex.

* * *

"Rats!" growled Negaduck, as soon as he and the Fearsome Five caught up with Darkwing, or at least with his mororcycle. Again, the masked mallard was nowhere to be found.

"You don't think he went inside do you?" asked Bushroot, pointing to the building in front of them.

"If he did" said Negaduck " then he's trapped in there with Omega Rex. If Darkwing falls here, St. Canard is doomed,"

* * *

Meanwhile, inside the building, Darkwing had finally found his way to the main control room, where Omega Rex was eagerly awaiting his arrival.

"So nice of you to accept my invitation Darkwing Duck" said Omega Rex " I am pleased to finally meet you,"

"Well I'm not pleased to meet you!" shouted Darkwing " I'm here to pull your plug, and stop this reign of terror,"

"I'm afriad that's not in the plan" said Omega Rex, his voice suddenly growing sinister " you are going to help me test a little invention of mine,"

Without warning, Darkwing felt his arms being grabbed by a couple of steel boned robots, and being dragged to a circular platform standing in the center of the room. Once the two robots shackled Darkwing down in the circle, they left as Omega Rex shouted out a command to activate the machine.

The pain of a thousand lightning bolts burned through Darkwing's skin making the masked mallard cry out in in pain. From the outside, the Fearsome Five could hear the superhero's horrifying screams and cringed at their pitch.

It sounded like Darkwing Duck was dying.

" He failed" thought Negaduck, when the screams stopped " he couldn't beat Omega Rex. Guess the Fearsome Five are what's left to take care of the city now,"

With that thought, the Fearsome Five hopped on the Ratcatcher and drove off.

* * *

Back inside, Omega Rex glowed with happiness that his experiment had been a success. Now there was nowhere to run for the oragnics in St. Canard.

"Shut down and get rid of him" said Omega Rex to his two robots " Darkwing Duck has served his purpose,"

With that said, the two robots grabbed Darkwing Duck and dragged the unconious hero all the way to the city dump. Where he would rot there alone, for the rest of his days.


	3. Chapter 3: Ten Years Later

**Ch.3: Ten Years Later**

, A once proud metropolis, was now the worst place in the world for anyone to be, especially if you were alive. Robots ruled everything now. No place was safe for organics like Gossalyn Waddlemyer and Launchpad Mcquack.

These two had been lucky enough to survive Omega Rex's rampage and were able to form a small resistance out of the few organics that remained. Honker Muddlefoot being one, and the Fearsome Five making up the rest.

Together they fought againist Omega Rex, searching for any way to stop the manicical machine, but they failed time and time again. Ever since the death of Darkwing Duck, the city of St. Canard had lost its will to fight, and ended up becoming machines in Omega Rex's ever-growing army.

Plant and food sources were less to none, leaving to a very disappionted Bushroot. The St. Canard Bay had been tainted with oil thanks to the hundreds of robots, making the Liquidnator very unhappy.

Quackerjack and Megavolt were cowering, hoping for this nightmare to end. While Negaduck sat around brooding, trying to think of a way for this nightmare to end.

Honker kept pouring over the blueprints for Omega Rex, searching for a way to stop the computer once and for all. In fact the little genius is why Gossalyn and Launchpad were prowling around the dump right now.

Honker had needed some spare parts, and the Fearsome Five were getting hungry for dinner. Gossalyn groaned as she and Launchpad shifted through trash, if Negaduck and his friends were so hungry, why didn't they search through this garbage themselves!

In her anger, Gossalyn's hand hit something hard, making her cry out in pain. Worried that the teenage duck had gotten hurt Launchpad quickly ran over to Gossalyn.

"What'd you hit?" asked Launchpad.

"I don't know" said Gossalyn, pointing to the pile she was digging in " something hard and metal,"

Launchpad pulled away some more debris off the pile, and what he uncovered made both him and Gossalyn back up in shock. There, laying right in front of them, was a metal version of Darkwing Duck. His eyes dark black, indicating that he was offline.

"Do you think?" asked Launchpad, stunned " could it be?"

"There's only one way to find out" said Gossalyn, grabbing one of the robot's arms " come on, let's take him back to the hideout!"

With that Gossalyn and Launchpad walked back to the Automan Bay Bridge, with a metal Darkwing cradled in their arms.

* * *

Needless to say, Honker and the Fearsome Five were stunned when Gossalyn and Launchpad brought the metal Darkwing back with them. Negaduck studied the metal mallard curiously before he looked up at Gossalyn and Launchpad.

"Do you think it could be him?" he asked, hopefully.

"We hope so," said Gossalyn.

"What if he's just another one of Omega Rex's driods?" said Megavolt.

"That's a chance I'm willing to take" said Negaduck, pointing to Honker " you there, work your magic!"

With that said, Honker got to work on tinkering with metal Darkwing. A restless two hours passed before the black eyes of the andriod suddenly lit up with red light, and started to sit up on the table.

"Whoa" said Darkwing, shaking his head in confusion " what happened to me?"

"He Lives! He Lives!" cheered Gossalyn, Honker, and Launchpad happily.

Hearing the familiar voices, Darkwing turned in the trio's direction, and gasped when he saw that Honker and Gossalyn were no longer pint-sized kids, but nearly fully grown adults.

"I must have hit my head harder than I thought," thought Darkwing.

"Good to have you back hero," said Negaduck.

"Negaduck!" shouted Darkwing surprised, now he was sure he was dreaming. What were the Fearsome Five doing in his room?

"Calm down Dad" said Gossalyn, putting a hand on Darkwing's shoulder " it's ok, the Fearsome Five are on our side now,"

"Gossalyn, what is going on here?" said Darkwing, angry and confused " how are you and Honker suddenly teenagers? What's the Fearsome Five doing here? What happened to Omega Rex?"

"Um" said Honker " Omega Rex now rules St. Canard. You've been gone for over ten years. We thought you were dead,"

"Ten years!" shouted Darkwing, in disbelief " Impossible! I was in Omega Rex's hideout only yesterday! He tricked me into some kind of experiment and I blacked out. So how can it be ten years in the future when I haven't aged a day,"

"Maybe because robots don't age," growled Negaduck.

"Robots?" said Darkwing, leaping off of the table and walked over to his personal mirror.

Once he saw his own metallic reflection he screamed. Everyone in the room had to cover their ears from the high-pitched wail.

"It's going take Yankee Staduim for this guy to shut up," growled Negaduck, holding his hands over his ears.

Suddenly as it started, Darkwing's screams stopped, leaving a greatful yet confused auidience staring at the metal duck. Darkwing's face was twisted in an expression of anger, tiny sparks fizzled around his body, and his eyes glowed blood red.

Releasing an inhuman growl, Darkwing threw one of his metallic fists right into the mirror, shattering it and the wall behind it. Gossalyn, Launchpad, Honker, and the Fearsome Five all backed up in fear at Darkwing's intense anger.

Taking a deep breath, Darkwing calmed himself, making his red eyes glow a soft glow, then turned to the frightened auidience before him.

"Tell me what happened" he said " from the begining,"


	4. Chapter 4: Tale of Disaster

**Ch.4: Tale of Disaster**

"Well" said Gossalyn " it started like this...Launchpad had finished disconnecting the Thunderquack from the mainframe, and we were on the way over to meet you at Omega Rex's headquarters, when we saw the Fearsome Five riding your motorcycle to the center of the city,"

"We thought they had ambushed you and prevented you from stopping Omega Rex, so when we went out to stop them. When they finally stopped however, we were surprised when they suddenly jumped off and started helping citizens in danger,"

"The Fearsome Five were just as mad at Omega Rex as we were, so we helped them out in their fight. Of course, when reinforcements came our way we had no choice but to retreat,"

"Everyone jumped in the Thunderquack and we blasted off to Autoban Bay Bridge. I was super mad at the Fearsome Five and demanded that they tell me what they did to you,"

"They said that they had seen you at Omega Rex's fortress, and that they heard you die there,"

Tears welled up in Gossalyn's eyes as she paused in the middle of her story. Without warning, she ran up and hugged metal Darkwing tight, refusing to let go. The tears flowing out her eyes like a tidal wave.

Darkwing hugged his crying daughter back with his metal arms, offering her a comfort that hadn't been felt for ten years. Darkwing wanted to join Gossalyn in her depression, but unfortunately, andriods don't cry.

"What happened next?" asked Darkwing, looking at the others in the room.

"Chaos" said Negaduck, picking up where Gossalyn left off " after you were gone, Omega Rex took control of everything, and started capturing organics one by one. Anything that ever showed a spark of life he either destroyed or turned into machines,"

"Just like me," thought Darkwing.

"Honk's parents got turned into machines and now work as Omega Rex's personal slaves" said Negaduck " the other robots roam around the city enjoying themselves and hunting for organics,"

"Luckily for Licky here, he's the only one us who can't be destroyed or become metal,"

"There are certian advantages for being made of water" said Liquidnator, proudly " but with Omega Rex polluting the water supply, my strentgh with water may be weaker than it was before,"

"At least it gives us a decent advantage," said Bushroot.

"Well now that we got DW back" said Launchpad " things surely will turn around,"

"I don't know yet Launchpad" said Darkwing, sounding depressed " I mean, I just woke up after a ten year sleep, my body's become metal, and the city's being run by machines. I had the perfect chance to stop Omega Rex and I blew it. You guys don't need me around to make things worse,"

"You're not going to make it worse Dad" said Gossalyn sternly " you're going to make things better. As a machine you have the perfect cover to stop Omega Rex and a second chance in saving St. Canard from his evil reign. We may not be able to enter the city and risk being caught, but you can, your our key to win this thing Darkwing!"

"Come on DW" said Launchpad " this world needs a hero,"

Darkwing sat there in silence for a long while, thinking over the options presented to him. Gossalyn and the others stood restless in the silent tension waiting for Darkwing to make up his mind. Finally, the metal mallard sighed.

"Well I guess someone around here has to play the hero" said Darkwing " alright, let's find the way to beat this villianous computer bug and bring the city back to normal! Darkwing Duck is back!"

* * *

"Alright" said Honker, a few minutes later "your all set. I've set up a communicator in your computer matrix. You'll be able to keep in contact with us within a hundred miles. Makes it a lot easier instead hiking back to the bridge,"

"I also installed some hidden weapons into your armor, and adjusted your cape so it can fly over short distances. Just in case you run into trouble while the rest of us aren't around,"

"You really became quite the little genius didn't you Honk" said Darkwing, admiring his new upgrades " well, I guess I'm off to the city,"

"Dad wait!" yelled Gossalyn, just as Darkwing was about to take off.

Darkwing paused as Gossalyn ran up to him and pressed a small gold necklace into his hands. Darkwing recgonized this necklace anywhere, it was the golden, heart-shaped locket he had gotten Gossalyn for her tenth birthday. He looked up into the eyes of his daughter confused.

"For luck" said Gossalyn, tears threatening to fall from the edge of her eyes " just promise me you'll bring it back OK?"

"I will Gos," said Darkwing, hugging his daughter goodbye.

Hopefully, it wouldn't be a long one.


	5. Chapter 5: Robot Cafe

**Ch.5: Robot Cafe**

If you stretched it, St. Canard looked about as normal as ever. Except for the fact of course that the water had become black with oil, buildings had been beaten beyond ruin, and the sky was burning red.

Everywhere Darkwing walked he could see robots running through the streets. Some of them were pure machines, but others were andriods like himself. People who were once flesh and blood, now became the loyal subjects of Omega Rex.

For a moment Darkwing wondered why he wasn't begging to serve Omega Rex himself. Honker had explianed when he was doing his upgrades, that the command circuit Omega Rex must have installed was frayed, making it impossible for Darkwing's mind to subcomb to his demands.

Darkwing's red eyes scanned the city, surveying those around him like a hawk. In his mind, he was hoping to find others like himself who did not serve Omega Rex and help him and the others break into the mad computer's fortress.

The best place to start, it seemed, was the Robot Cafe.

This place looked like your adverage, ordinary cafe except with robots and andriods replacing the customers and crew. Taking a seat on a metal barstool, Darkwing picked up a menu and started looking over the list.

He wanted to gag at some of the stuff they had put on there; Three Charge Salad, Nuts and Oil, Rust Master Specail, and the worst item of all, Atomic Apple Pie.

"Uh" said Darkwing, putting down the menu " I think I just lost my appetite,"

"May I help you Sir?" asked a robot cat, approaching Darkwing.

"No thank you" said Darkwing " I'm just not in the mood for a meal today,"

"Troubles eh?" said the robot cat " why don't you tell Vaporia all about it?"

"Who's Vaporia?" asked Darkwing.

"I am silly" said the robot cat " I was one of the first robots Dr. Rolland designed before Omega Rex. The Doc had girl troubles you see, so he created me so that he could have a woman around to make himself feel less lonely,"

"You were created by Dr. Rolland?" said Darkwing stunned " do you know about Omega Rex?"

"Do I know him?" said Vaporia " of course I do. He was created about ten months after me. The Doc had this crazy idea about building a huge super-computer that would help benefit all the citizens of St. Canard. Omega Rex was his pride and joy, and at first it seemed to be doing a good job, but the Doc built it to well,"

"The A.I. chip the Doc installed into Omega Rex's processor to make it more efficent, developed a personality of it's own and started taking over St. Canard. Killing off Dr. Rolland, and then the city's crimefighter Darkwing Duck. Say, you kind of look like Darkwing yourself, are you related?"

"No!" said Darkwing, a little quickly " I mean...no...I'm Metalwing...Metalwing Duck,"

"Oh" said Vaporia, shaking Darkwing's hand " well it's nice to meet you Metalwing,"

"Nice to meet you too Vaporia" said Darkwing " so why aren't you following Omega Rex, like all the other robots I've seen?"

"I have a built in surge protector" said Vaporia, leaning in close to Darkwing's ear " the Doc didn't want any chance of his science friends hacking into my system to steal me, so he made sure to make me waterproof, fireproof, and virus-proof,"

"Omega Rex has no idea he can't control me, so I've been kind of working undercover, studying the Doc's blueprints in order to find a way to shut Omega Rex down and restore things back to normal,"

"I may be a machine, but it was Dr. Rolland who gave me life. I shall always have loyalty to the human race,"

When Vaporia pulled away, trusting Darkwing with her secret, the metal mallard considered whether telling Vaporia or not about the resistance when the sounds of fight suddenly boomed from outside.

Hero instincts kicking in, Darkwing rushed oustide to join the fight. Confused at the commotion, Vaporia followed behind him.

When Darkwing got outside he recieved a shock. There, standing right in front of him, was a live Morganna McCawber being mobbed by at least five killer robots.

It was a shock enough alone to see Morganna, but seeing her being mobbed instantly made Darkwing's eyes glow blood red. No time for an entrance, Darkwing charged into the fight, and started beating off the robots hurting his Morganna.

The sorceress was stunned when the andriod came to her aid, and was even more surprised when a robot cat joined the conflict, helping out the hero who had saved her.

Blood was flowing from all the fresh cuts inflicted on Morganna's body as Darkwing and Vaporia managed to drive menacning mechaniods off. Darkwing immediately ran over to Morganna's side, cradling the bleeding soceress in his arms.

Vaporia was stunned by Darkwing's actions. It seemed to her that Metalwing and this organic he was cradling had a close, loving relationship. Just like Vaporia had with Dr. Rolland years ago. The moment was somewhat sweet as the bleeding soceress fainted in Darkwing's arms.

"Morg! Morg!" shouted Darkwing worried, picking up the soceress in his arms " don't worry Morg, I'll get you to a safe place,"

"Can I help?" asked Vaporia.

"I need to get to Autoban Bay Bridge fast!" said Darkwing, looking to Vaporia.

"I'll get my hovercar!" said Vaporia, running to the back of her cafe.

In less than two minutes, the duo were blasting towards the Autoban Bay Bridge, with an unconious and bleeding Morganna in tow.


	6. Chapter 6: Magic Meets Machine

**Ch.6: Magic Meets Machine**

Negaduck and the others recieved a surprise as soon as Darkwing returned with a robotic cat, and a bleeding Morganna in his arms. Wasting no time, Honker got out his medical kit and started treating Morganna's injuries.

While Darkwing rushed over to Morganna's side Vaporia studied her new surroundings in awe. Her eyes widened in surprise when she saw Negaduck and the rest of the Fearsome Five.

"Uh excuse me?" said Vaporia, leaning in close to Launchpad " aren't those guys criminals?"

"Yeah, but don't worry" said Launchpad " their on our side now,"

"And just who are you?" asked Negaduck, instantly hating this new arrival.

" My name's Vaporia" said Vaporia " I met Metalwing at the Robot Cafe and helped him save this woman from a gang of robo-muggers,"

"Why'd you help an organic?" asked Bushroot.

"Because an organic gave me life," said Vaporia, proudly.

A small groan interrupted any more Q&A. Lazily, Morganna opened her heavy eyelids and surveyed her surroundings, studying all the faces in the room. She saw the glaring faces of the Fearsome Five, the familar faces of Gossalyn, Launchpad, and Honker, the face of the strange robot cat that had saved her life, and finally, the metallic face of her former love, Darkwing Duck.

Thinking it was a dream, Morganna lifted up one her hands and caressed Darkwing's face. Even though Darkwing could not feel the soft touch of the soccerror's hands, his voice cooned with pleasure.

"Dark?" questioned Morganna, still confused " is it you?"

"Yes Morg" said Darkwing, holding his lover's hand " it's me,"

"Omega Rex" said Morganna, suddenly sitting up " he turned you into a machine didn't he? That's why you vanished so long ago,"

Darkwing silently nodded in reply. A sudden realization hit Vaporia.

"Metalwing" said Vaporia, making Darkwing turn his eyes on her " you mean to tell me you're...you're..?"

"I'm Darkwing Duck," said Darkwing.

"Then Omega Rex lied" said Vaporia, sighing in disbelief " he didn't kill off 's number one crime fighter after means...the Resistance lives! Yes! I waited years for this news! With Darkwing Duck back in action, Omega Rex won't stand a chance!"

"Don't you serve Omega Rex?" asked Gossalyn, confused.

"Built in surge protector" said Vaporia " Dr. Rolland wanted to make sure that no virus in the world could ever effect me. He didn't want to risk his life partner being hi-jacked by other men,"

"You mean Dr. Rolland was a dating a...," Honker started to say, but was interrupted by Darkwing.

"There's no time for that story now Honk" said Darkwing, then looked to Morganna " Morganna, what happened to you? How are you still alive?"

"Well" said Morganna " when Omega Rex went crazy and started taking over St. Canard, I fled back home to my family where I would be safe. I used Nanny's crystal ball to keep an eye on how things were going in ,"

"The first image that I ever saw was the Fearsome Five telling Gossalyn and Launchpad that you had died while trying to stop Omega Rex. I went into mourning for about two years, my heart missed you so,"

"Finally, I decided to do something about the one who had killed you. I hit the spellbooks hard, studying spell, after spell, after spell. Looking for a way to shut Omega Rex down and reverse all the pain and suffering he caused. There was only one spell that could work, the Curse Stone,"

"What's a Curse Stone?" asked Gossalyn.

"A very powerful gem created by the most powerful ingredinents mankind has ever known" said Morganna " I spent years working on the formula until I finally got it right, and the Curse Stone was formed,"

Reaching into her red dress Morganna pulled out the Curse Stone, making everyone stare in amazement. The meduim, round stone was pulsating fiercely with an intense blue light, clearly not shy to show off it's power.

"Once this stone is placed inside Omega Rex's matrix" said Morganna " the computer will die and all the citizens who were turned into machines will return back to normal,"

"What about the ones who died?" asked Megavolt.

"They...can't be brought back," said Morganna, solemnly.

"You did fine Morg," said Darkwing, giving her a peck on the cheek.

Morganna blushed at the cold, metal touch of Darkwing's lips. Even though it lacked it's usual vigor, the passion it displayed was sincere.

"Great" said Gossalyn " now we got away to shut Omega Rex down. The only problem now is how do we get to him?"

" I've been scanning over the blueprints to Omega Rex's fortress for years" said Vaporia, bringing out a map " security cameras run the whole perimiter, he'll be able to see our every move. Tripwires have been set all throughout the hallways, triggering traps by even the slightest pressure,"

" And of course there's robot guards, a gaint security lock that leads to the power core, and Omega Rex himself,"

"However we'll never get that far unless we disconnect the security cameras first" said Honker, looking over the blueprints Vaporia had laid out " Hmmm, maybe a huge blackout will sort out the power long enough for us to get inside,"

"Someone say blackout?" said Megavolt, grinning evily, sparks flying from his fingers.

"Megavolt and Quackerjack can break into the power plant and cut off the main circuit breaker" said Darkwing " the whole city will blackout, and no one will be able to see the rest of us as we go inside,"

"Then we make our way to the power core" said Gossalyn " but Morganna's Curse Stone into Omega Rex, and all of St. Canard returns to the way it was,"

"Sounds like a plan to me" said Negaduck, pleased to finally get some action " let's go!"

With that the Resistance hopped into Vaporia's hovercar and went to carry out their plan. Today was the last day for Omega Rex.


	7. Chapter 7: Storming The Fortress

**Ch.7: Storming The Fortress**

In front of the power plant, two lone robot guards stood guarding the entrance, guns in their hands when a crazy clown-duck landed right in front of them.

"Woohoo!" yelled Quackerjack " It's Playtime!"

With that said Quackerjack's army of toy teeth popped out of the dry bushes and charged striaght towards the guards. The robots managed to blast some of the teeth away with their guns, but those they missed started chewing on the robots themselves. Quackerjack laughed as his toys ate away at the metal machines.

"I always thought my toys could use a little iron in their diet," said Quackerjack.

"Let's go!" said Megavolt, rushing inside the power plant.

Once inside, Megavolt gave the system a once over before charging up his hands and firing a pure beam of electrical energy right at the power plant's main circuit breaker. Immediately the control box fizzled and cracked. Soon after, it died, and the whole city blacked out.

"Come on!" said Megavolt to Quackerjack, lighting up his finger in the darkness " let's get back to the hideout before reinforcements arrive,"

"I hope the others are having as much fun as we are," chortled Quackerjack as he and Megavolt left.

* * *

Omega Rex just sat there, observing the city when the power suddenly blacked out for no apparent reason. Mad because of the interruption, Omega Rex called on the power of his back up generator, and in fifthteen seconds the power to his building was restored.

Immediately, the computer pulled up all the security screens inside his building and discovered that he had intruders inside. The Resistance had come to play at last.

"Well" said Omega Rex " let the fun begin,"

* * *

"Success" said Darkwing, as he and the others made it into the building " now all we have to do is stop Omega Rex!"

"Not really" said Negaduck, pointing behind Darkwing " we have to stop those guys first,"

Without warning, twelve robot guards suddenly began to attack. Vaporia, Darkwing, Negaduck, Bushroot, and Liquidnator immediately sprang into action. Darkwing and Vaporia easily took on the robots with their enhanced mechanical strentgh, while the others hand their own specail style.

Negaduck immediately got out his chainsaw and started slicing the robots in half, while Liquidnator and Bushroot worked together to show their own specail brand of justice. Bushroot would trap the robot guards, and Liquidnator would short them out.

"That's done," said Negaduck, slicing up the last robot.

"Come on!" said Darkwing, and they ran further down the corridor.

Halfway down, their group was suddenly boxed in with a grid of lasers. To make things worse, the floor they were standing on started to open wide, with a tank of glowing green acid standing below. Gossalyn would have almost fallen in, if Darkwing hadn't grabbed her in time.

"Morganna!" yelled Darkwing " we need a doorway! Now!"

Concentrating hard, Morganna focused her mind and blasted a stream of magic right at the laser grid that was blocking their path. As soon as the spell hit, the laser grid was transformed from a deadly trap to a beautiful rainbow.

Not quite what anyone expected, but better than looking a gift horse in the mouth, everyone ran onto the rainbow and crossed over to safety just as the rest of the floor gave away. All were sighing in relief once they were on the other side.

"Phew!" said Launchpad " that was close!"

"You can say that again!" said Gossalyn.

"Hey" said Honker, pointing up ahead " we made it! That's the doorway leading to Omega Rex's chamber!"

"Then what are we waiting for, let's go!" said Bushroot.

With that said, the Resistance ran to the heavy, metal door guarding Omega Rex's room. As Vaporia had described, there was gaint, security lock preventing anyone from entering.

Just as Honker got out his computer equitment and started hacking the system Omega Rex's personal slaves, the Muddlefoots, suddenly came in to stop him. Darkwing knew that they would have eventually run into the Muddlefoots some time or the other.

Honker wasn't to keen on fighting his now robotic parents, and Darkwing seriously doubted he wanted to see them destroyed. Although it probably would have been an improvement given their robotic state. Setting his selfish thoughts aside, Darkwing commanded to his troops.

"Bushroot! Licky! Keep them occupied! The rest of us will follow Honker,"

With a quick nod, Bushroot and Liquidnator attacked the Muddlefoots just as Honker successfully cracked the code and the door opened. Quickly, Darkwing and the others, minus two, made it inside the power core room just before the door resealed itself.

Omega Rex stood in the center of the room, his electronic eye glowing an eerie red. He immediately observed the unexpected guests.

"Ah, Darkwing" said Omega Rex " I see you survived your trip to the dump. Enjoying your new life I presume?"

"Stuff it, Circuit Brain!" shouted Darkwing, pointing to Omega Rex " we got you right where we want you,"

"Wrong" said Omega Rex " I got you right where I want you. Isn't that right Vaporia?"

Before anyone could react, Vaporia suddenly grabbed Gossalyn and had a claw under her neck, grinning evilly.

"Whatever you say, Honey," said Vaporia to Omega Rex.


	8. Chapter 8: Horrors of the Heart

**Ch.8: Horrors of the Heart**

"I knew it!" shouted Negaduck " I knew we couldn't trust her!"

"Let Gos go!" yelled Launchpad.

"Vaporia, what's going on?" asked Darkwing, confused.

"Oh, poor misguided Darkwing" said Omega Rex " we had this all planned from the start. As soon as I saw that you were online again, I had Vaporia act like she was fighting againist me so you would lead me right to the Resistance and reveal their plan,"

"But I thought you couldn't control Vaporia because of her..." started Morganna, before she was interrupted.

"...Surge protector?" finished Vaporia " you're right, he can't, and didn't need to. I was tired of being Dr. Rolland's wife! Doing all the cooking and cleaning, oranizing his Elivis Presley collection, being a servant to his every whim! When he built Omega Rex, it was love at first sight,"

"Together we plotted againist Dr. Rolland and took over the city. First killing off our beloved creator and then, what we thought, Darkwing Duck,"

"Your mission has been doomed from the start heroes" said Omega Rex " it's a machine's world now,"

Just as Omega Rex said that, Gossalyn kicked Vaporia in the shins, knocking the robot over, and broke free of her grip. She quickly ran into the safe hands of her father who gripped her tightly. Darkwing's eyes glew red with anger as he looked at Vaporia.

"Negaduck" said Darkwing, turning to his former enemey " how would you like to help me teach this scrap heap a lesson?"

"Thought you'd never ask," said Negaduck, grinning evilly as he got out his chainsaw.

Together the two mallards attacked Vaporia, while the others went to stop Omega Rex. They had to get that Curse Stone inside of him no matter what, or else the whole future would remian this way forever!

"Oh no you don't," said Omega Rex, arming up his defenses. A larger laser cannon suddenly appeared from the ceiling.

"Gos! Get out of the way!" yelled Launchpad, pushing the young duck just as the laser cannon fired.

Gossalyn stared in horror as she looked at Launchpad. A big injury had been blasted into the duck's side, and a massive amount of blood was spilling on the ground below. In a few short seconds, Launchpad's body dropped dead on the ground.

"Launchpad!" yelled Gossalyn, tears following from her eyes as she ran towards the dead piliot.

Omega Rex immediately turned his laser cannon on the defenseless girl, and was about to kill her too, when Morganna stepped in and turned his laser cannon into pudding.

Growling in anger, Omega Rex focused his full attention on Morganna, determined to out-wit her magic. Not noticing that Honker was getting closer to him, with the Curse Stone hidden cleverly in his pocket.

Meanwhile, in the fight againist Vaporia, Negaduck had successfully sliced off one of Vaporia's arms with his chainsaw. As she jumped in for another attack, Darkwing grabbed Vaporia by the tail and threw the robotic feline into a nearby wall.

Activating the missle feature of his new metallic body, Darkwing fired at Vaporia, making the deadly machine go up in smoke.

"Sure hope she ain't missle proof," thought Darkwing, turning his eyes to where the others were battling.

His red eyes lit up in surprise and anger, when he saw his darling Gossalyn crying over a lifeless Launchpad. Morganna stood there protecting Gossalyn, while Honker ran to stop Omega Rex.

Knowing their help was probably needed, Negaduck and Darkwing were on their way to help Morganna, when a metal claw came out of nowhere and gripped Darkwing's neck.

Negaduck couldn't believe what he was seeing, Vaporia was still alive! Although it was clear that the robot cat had taken some heavy damage from Darkwing's missle attack, it still seemed like she had enough strentgh to keep going.

Without thinking, Negaduck grabbed Darkwing's hands and started to pull the metal mallard free. Morganna turned her eyes away, for just a second, from Omega Rex when she heard Darkwing's yell.

Her eyes widened in horror as she what Vaporia was about to do to her love, and in anger, she blasted the robotic feline with a powerful magicial blast. Vaporia's metal body imploded, scattering the cat's parts all across the floor, and making Darkwing and Negaduck fall back in surprise.

Morganna sighed in relief, Darkwing was safe. However, before the socceress could bask in her victory, a howl of pain erupted from behind her. While her magicial protector had been distracted, Omega Rex had brought out a new ray gun and used it to shoot Gossalyn. Now the young duck was lying lifeless over the form of a bleeding Launchpad.

Darkwing and Negaduck gasped in horror at the scene, while Morganna cursed herself for being so careless. Boiling mad, the socceress unleashed a deadly stream of magic at Omega Rex, determined to make the computer implode, just like she did to Vaporia, but Omega Rex was prepared for her this time.

Drawing a mirror out of the ceiling, Omega Rex reflected back Moraganna's attack, making the socceress implode instead of himself. By the time Morganna was destroyed, Honker had made it to Omega Rex's control panel and was about to install the Curse Stone, when Omega Rex coiled a cable around his foot, and lifted the genius high into the air. Crushing the genuis in his coil, and making the Curse Stone drop to the floor.

"You have failed Darkwing" laughed Omega Rex " just look around you. All are dead because of you,"

Darkwing heard Omega Rex's taunt, but refused to respond, his mind focused on other things. Three of his closest allies were dead, and another one was crushed. Struck down by an enemey that Darkwing himself failed to defeat in the past. A mistake that led to the utter enillation of St. Canard, and now his friends.

No matter how hard Darkwing wanted to cry, he couldn't. No matter however he tried to deny what his eyes were seeing, the dead bodies of his friends were still there. He wanted so much to express the pain he was feeling, but not a single tear could be shed. His robot body had robbed him of that. Omega Rex had robbed him of that.

The mere thought of his lost tears sent Darkwing into a rage, making his eyes glow a bright, blood red. Angry sparks started flying all around his body, and a loud, eerie growl escaped from his throat.

For the first time in his life, Negaduck backed up in fear. Darkwing looked absoluteley demonic in the state he was in. This andriod was out for blood, and Omega Rex was going to pay!


	9. Chapter 9: Mad Metalwing

**Ch.9: Mad Metalwing**

If Omega Rex had a body, it would be shaking like a leaf. Worriedly, the computer watched through his electronic eye as Darkwing slowly approached him step by step.

Electric currents surged around the metal mallard's body, his eyes glowed red with anger, and shadows in the room gave him a dark-looking demonic appearence. Inhuman growls erupted from Darkwing's mouth as he steadily approached Omega Rex, reveling in the machine's fear, and intending to make him suffer for all the pain he had caused.

In a desperate attempt to save himself, Omega Rex fired his ray gun at Darkwing, but the laser bolts just bounced off the metal mallard's skin, doing no damage at all. Omega Rex tried again with his built in flamethrower, and shot a sheet of scorching hot flame right at Darkwing.

Once the metal mallard was engulfed in fire, Omega Rex relaxed thinking he had won. A surprise came to him however, as Darkwing stalked out of the flames, looking more menacing than ever before.

The metal mallard's armor had been completly unscathed by the fire, and the angry glow in his eyes became brighter.

"No! Stay Back!" yelled Omega Rex, as Darkwing stepped closer.

That's when Darkwing snapped. Without warning, Darkwing suddenly lunged at Omega Rex, and started to tear the computer apart, piece by piece. From the sidelines, Negaduck watched in horror, as Darkwing mutilated Omega Rex.

Circuit by cicuit, Omega Rex was ripped apart. Panels were torn apart and thrown on the floor. Wires were cut, and left sparking everywhere. The sight of the pure mechanical carnage was almost to much to bare.

The metal door leading to Omega Rex's chamber suddenly swung open allowing Liquidinator and Bushroot to step inside. They looked to see their leader Negaduck staring in horror, and then saw the reason for his sudden fright.

Omega Rex had been turned into a shell of his former self. The only part that had remianed untouched had been his electronic eye, but Darkwing would soon make ammends to that.

With one good, solid punch, Darkwing shattered Omega Rex's eye, bringing the whole computer down with it. Negaduck, Liquidinator, and Bushroot could barely believe it...Omega Rex was no more.

But revenge didn't sastisfy Darkwing. The mallard's mind had become lost to his anger and he started going into a rage.

Without warning, Darkwing was suddenly shooting at anything and everything. Negaduck growled in anger, as he and the others were forced to take cover from Darkwing's mad rampage.

"Liquidinator! Bushroot! Shut him down!" yelled Negaduck " I'll get the Curse Stone,"

Although reluctant, the two villians nodded and went to stop Darkwing before the mallard could cause anymore damage. Bushroot immediately tangled Darkwing with his vine-like arms.

Before Darkwing could even try and start breaking free, the Liquidinator rained over him making the metal mallard short out. His red eyes going suddenly black, Darkwing passed out on the floor.

No one knew how long he would be asleep, Negaduck just hoped it was enough time to activate the Curse Stone.

Chanting quietly, Negaduck whispered the magic words Morganna had prepared for the Curse Stone, making the gem in his hand glow a deep, bright blue. Within seconds, a huge blue light engulfed all of St. Canard, radiating a power like no one has ever seen.

After three pulses, the blue light faded, bringing with it a newly restored St. Canard. The buildings were no longer in ruins, the sky was blue and clear, and most importantly, all the robots were gone. Everyone that had been turned into machines by Omega Rex had reverted back to their previous flesh and blood forms.

When Darkwing woke up from his unconious state, he stared at his hands in surprise. They weren't made of metal! His body wasn't heavy anymore! He was his old flesh and blood self!

Blue eyes lit up in joy, Darkwing jumped excitedly in the air, glad to be back to his old self. When he saw Omega Rex had dissappeared and St. Canard was restored as well, it gave him more reason to cheer.

But then, his eyes suddenly caught the sight of the lifeless bodies of Morganna, Honker, Gossalyn, and Launchpad lying on the floor. All the joy Darkwing had felt a moment ago, dropped like a stone as his eyes landed on those bodies.

Horrible memories came flowing back into his mind, about the sacrifices everyone had made just to save the world from Omega Rex. Without a word, Darkwing walked over to the bodies, and sulked down between them, tears finally coming out of his eyes.

The joy Darkwing felt in the middle of his sorrow was bittersweet. He could cry! He could cry!

Cautiously, Negaduck approached his former enemey, and layed a hand on the duck's shoulder. Darkwing didn't flinch at Negaduck's touch, and looked up at the evil mallard with tears in his eyes.

"Come on" said Negaduck to Darkwing " there's one thing left for us to do,"

Darkwing nodded, knowing what he meant. It was time to bury the dead.


	10. Chapter 10: A Sorrowful Goodbye

**Ch.10: A Sorrowful Goodbye**

As the twilight shadows came, and the sun began to set, Darkwing Duck stood alone at the St. Canard Cementary, overlooking the gravestones of the friends he had lost while fighting Omega Rex.

The wind softly whistled through his feathers, offering what little comfort it could as Darkwing's eyes landed on the first grave; Honker's.

The little genius's inventions had helped Darkwing on more than one occassion, and even though he was a Muddlefoot, he had been great companion for Gossalyn. He would miss the little rascal very much.

Binky and Herb Muddlefoot, now derobotized, knew that their son was dead and came to visit his grave every chance they got. Even Honker's brother, Tank, left his rebellious attitude behind to mourn for his baby brother.

Shifting his eyes away from Honker's grave, Darkwing looked at the one lying right next to it; Morganna's. Needless to say, Morganna's family didn't take it very well when Darkwing went and told them that their daughter was dead. Although her father seemed to be proud of the fact, that Morganna sacrificed her life to stop the tyranny of Omega Rex.

The pain in Darkwing's heart was unmistakeable as he looked at his lover's grave. The two had never got a chance to see just how far their relationship would go. And now, the answer was left ringing in the echoes of time forever.

Fighting the tears coming to his eyes, Darkwing looked to the next grave; Launchpad's. The crash-crazy piolit had been one the best friends Darkwing had ever had. You could always count on him in a tough spot. No matter what the situation, Launchpad was always there to back you up.

"So long, my friend," Darkwing whispered to the gravestone, before turning to the last grave; Gossalyn's.

Darkwing's eyes couldn't fight the tears he was trying to hide away, and he broke down crying. Gossalyn, his long adopted daughter, was dead. The young girl duck may have been a little spirited and was always breaking things, but that's what Darkwing loved about her.

Darkwing loved his rebellious daughter's spirited attitude because, even though it was extremely difficult to manage, it was fun at the same time. They had lots of great laughs together.

A funny memory flashed across Darkwing's mind as he remembered the time about the alligator, the sink, and the dime-store shoes. Gossalyn had got grounded for nearly three months for flooding the whole house and an extra two months when the alligator bit Darkwing in the but.

"Here Gossalyn" said Darkwing, drawing out the gold, heart-shaped locket Gossalyn had gave him before he faced Omega Rex, and placed on her grave. " Know that I'll always love you,"

" You okay?" asked a sudden voice, making Darkwing nearly jump in surprise.

Negaduck wasn't to shocked by Darkwing's reaction. The evil mallard had driven Darkwing all the way to the cementary just so the hero could say goodbye, and was getting impatient for the duck to return from his mourning.

"I'm fine," said Darkwing, quietly.

The whole experince with Omega Rex had changed all the Fearsome Five's mood towards Darkwing. The masked mallard had offically given up his life in fighting crime, and had moved in with Negaduck of the Fearsome Five.

Negaduck had taken pity on the poor hero for losing all that he had, and had offered Darkwing the chance to bunk at his place, which the masked mallard gladly accepted.

The rest of the Fearsome Five didn't mess with Darkwing to much, and Negaduck swore to slice them all up with his chainsaw if anyone breathed a word about Omega Rex.

Oh who was he kidding himself? He was going soft! Pitying the poor hero! He make not like it, but his heart, was becoming a little less and less cold.

"Come on Darkwing" said Negaduck, walking back to the Ratcatcher " it's time to go home,"

"Home" thought Darkwing, as he walked behind Negaduck " I'm heading home,"

**The End**


	11. Alternate Ending

**Alternate Ending**

When the blue light of the Curse Stone vanished, everything in St. Canard had been changed back to the way it was before. The buildings were left unruined, the sky was blue and clear, and most importantly any sign of Omega Rex's previous misdeeds vanished with the morning sun.

Darkwing woke up from his unconious state, stunned to see that his body was no longer metal. Excited, the mallard jumped up in joy, happy to be flesh and blood again.

A string of moans suddenly caught the hero by surprise, as he turned his to where the once dead bodies of his friends layed. Morganna, Gossalyn, Launchpad, and Honker's wounds had been healed, and they were all waking up, alive and well.

Morganna, once she saw that she was alive, was immediately struck by confusion. Launchpad, Gossalyn, and Honker were confused as well. Didn't Morganna say for herself, that the Curse Stone wouldn't bring back those who had been killed?

"Morganna! Gossalyn! Launchpad! Honker! You're alive!" shouted Darkwing, joyously running over to them.

"Yeah" said Gossalyn " but how?"

"There must have been some kind of flaw in the Curse Stone" said Morganna " disrupting its magic,"

"If you mean this big crack in the middle" said Negaduck, walking over with the Curse Stone in hand " I guess you're right,"

"A crack?" said Morganna confused " when that happen?"

"Um, I think I know" said Honker, nervously " when Omega Rex crushed me in the air with his coil, the Curse Stone must have fallen and cracked on the floor. I'm sorry, Morganna,"

"Don't be sorry Honk man" said Launchpad, happily " if you hadn't cracked the Curse Stone, we all wouldn't still be alive to celebrate Omega Rex's destruction,"

"Amen to that," said Darkwing and Gossalyn.

"Bushroot! Licky! Let's go!" said Negaduck, getting tired of the sappy moment.

As the three villians started to leave the room, Darkwing suddenly got up and shouted.

"Negaduck wait!" yelled Darkwing, running to the villian and sticking out his hand " I just wanted to say...Thanks,"

"Your welcome" said Negaduck, shaking Darkwing's hand with a smirk " but don't think that this changes anything between you and me, you hear? We may have joined forces to face a common foe, but I still have ten years of villianany to catch up on,"

"Ditto" said Darkwing " whenever you're ready for a showdown, I'll be there,"

"You'd better," said Negaduck.

With that last statement Negaduck stalked off, leaving Darkwing and the others to celebrate their victory alone.


End file.
